Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2021
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to __________
Commission File Number: 000-53450
AUREUS, INC.
(Exact name of registrant as specified in its charter)
|
Nevada |
|
47-5386867 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
| |
|
|
|
One Glenlake Parkway #650, Atlanta, GA |
|
30328 |
| (Address of principal executive
offices) |
|
(Zip Code) |
404-805-6044
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
|
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| |
|
|
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
Accelerated
filer ☐ |
| Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
| Emerging
growth company ☒ |
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of as of July 13, 2021, there were
1,260,180,555 shares of common stock outstanding.
TABLE OF CONTENTS
PART I - FINANCIAL
INFORMATION
ITEM 1. FINANCIAL
STATEMENTS
AUREUS, INC.
AUREUS, INC.
CONDENSED CONSOLIDATED BALANCE
SHEETS
(Unaudited)
| |
|
April 30, 2021 |
|
|
October 31, 2020 |
|
|
ASSETS |
|
|
|
|
|
|
| Current Assets: |
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
112,530 |
|
|
$ |
112,234 |
|
| Inventory |
|
|
151,173 |
|
|
|
202,724 |
|
|
Accounts receivable |
|
|
5,438 |
|
|
|
5,587 |
|
| Total Current
Assets |
|
|
269,141 |
|
|
|
320,545 |
|
| |
|
|
|
|
|
|
|
|
| Other Assets: |
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
30,300 |
|
|
|
30,300 |
|
| Total
Assets |
|
$ |
299,441 |
|
|
$ |
350,845 |
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
| Current
Liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
173,985 |
|
|
|
201,290 |
|
|
Accrued interest |
|
|
50,108 |
|
|
|
54,101 |
|
|
Due to related party |
|
|
4,250 |
|
|
|
– |
|
|
Notes payable |
|
|
167,121 |
|
|
|
179,871 |
|
|
Loans payable |
|
|
191,206 |
|
|
|
974,729 |
|
| Line of
credit |
|
|
764,000 |
|
|
|
800,000 |
|
|
Total Current Liabilities |
|
$ |
1,350,670 |
|
|
$ |
2,209,991 |
|
| |
|
|
|
|
|
|
|
|
|
Loans payable, net of current portion |
|
|
814,107 |
|
|
|
– |
|
|
Line of credit, net of current portion |
|
|
36,000 |
|
|
|
– |
|
|
Total Liabilities |
|
|
2,200,777 |
|
|
|
2,209,991 |
|
| |
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
– |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
| Stockholders'
Deficit: |
|
|
|
|
|
|
|
|
|
Preferred stock: par value $0.001; 10,000,000 shares authorized,
5,000,000 and 5,000,000 shares issued and outstanding,
respectively |
|
|
5,000 |
|
|
|
5,000 |
|
|
Common stock: $0.001 par value; 1,500,000,000 shares authorized;
1,260,180,555 and 810,180,555 shares issued and outstanding,
respectively |
|
|
1,260,181 |
|
|
|
810,181 |
|
|
Discount to common stock |
|
|
(801,917 |
) |
|
|
(396,917 |
) |
|
Preferred stock to be issued |
|
|
457,850 |
|
|
|
269,250 |
|
|
Common stock to be issued |
|
|
12,500 |
|
|
|
12,500 |
|
|
Additional paid in capital |
|
|
389,161 |
|
|
|
389,161 |
|
|
Accumulated deficit |
|
|
(3,224,111 |
) |
|
|
(2,948,321 |
) |
|
Total Stockholders' Deficit |
|
|
(1,901,336 |
) |
|
|
(1,859,146 |
) |
| TOTAL
LIABILITIES & STOCKHOLDERS' DEFICIT |
|
$ |
299,441 |
|
|
$ |
350,845 |
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
AUREUS, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS
(Unaudited)
| |
|
For the Three Months Ended
April 30, |
|
|
For the Six
Months Ended
April 30, |
|
| |
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
| Revenue |
|
$ |
230 |
|
|
$ |
27,367 |
|
|
$ |
3,616 |
|
|
$ |
53,097 |
|
| Cost of goods
sold |
|
|
20,600 |
|
|
|
16,267 |
|
|
|
53,051 |
|
|
|
39,781 |
|
| Gross margin |
|
|
(20,370 |
) |
|
|
11,100 |
|
|
|
(49,435 |
) |
|
|
13,316 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| General and
administrative expenses |
|
|
16,366 |
|
|
|
105,372 |
|
|
|
90,031 |
|
|
|
158,830 |
|
| Consulting –
related party |
|
|
80,000 |
|
|
|
– |
|
|
|
85,000 |
|
|
|
– |
|
|
Professional fees |
|
|
19,200 |
|
|
|
5,600 |
|
|
|
24,200 |
|
|
|
18,100 |
|
| Total operating
expenses |
|
|
115,566 |
|
|
|
110,972 |
|
|
|
199,231 |
|
|
|
176,930 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss from
operations |
|
|
(135,936 |
) |
|
|
(99,872 |
) |
|
|
(248,666 |
) |
|
|
(163,614 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(19,824 |
) |
|
|
(50,308 |
) |
|
|
(36,032 |
) |
|
|
(78,348 |
) |
|
Interest income |
|
|
372 |
|
|
|
1,037 |
|
|
|
372 |
|
|
|
1,037 |
|
| Gain
on disposal of fixed assets |
|
|
– |
|
|
|
– |
|
|
|
1,000 |
|
|
|
– |
|
| Gain
on forgiveness of debt |
|
|
33,536 |
|
|
|
– |
|
|
|
33,536 |
|
|
|
– |
|
| Loss
on conversion of debt |
|
|
– |
|
|
|
– |
|
|
|
(26,000 |
) |
|
|
(14,708 |
) |
| Total other
expense |
|
|
14,084 |
|
|
|
(49,271 |
) |
|
|
(27,124 |
) |
|
|
(92,019 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(121,852 |
) |
|
$ |
(149,143 |
) |
|
$ |
(275,790 |
) |
|
$ |
(255,633 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted loss per
share |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted weighted
average shares |
|
|
1,160,180,555 |
|
|
|
326,546,296 |
|
|
|
1,076,725,058 |
|
|
|
284,514,957 |
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
AUREUS, INC.
CONDENSED CONSOLIDATED STATEMENT
OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED APRIL 30, 2020 AND 2021
(Unaudited)
| |
|
Common
Stock |
|
|
Discount to Common |
|
|
Preferred
Stock |
|
|
Additional Paid in |
|
|
Preferred Stock
To Be
|
|
|
Common Stock
To Be
|
|
|
Accumulated |
|
|
Total |
|
| |
|
Shares |
|
|
Amount |
|
|
Stock |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Issued |
|
|
Issued |
|
|
Deficit |
|
|
Equity |
|
|
Balance October 31, 2019 (restated) |
|
|
214,750,000 |
|
|
$ |
214,750 |
|
|
$ |
– |
|
|
|
5,000,000 |
|
|
$ |
5,000 |
|
|
$ |
216,100 |
|
|
$ |
153,800 |
|
|
$ |
– |
|
|
$ |
(2,675,433 |
) |
|
$ |
(2,085,783 |
) |
| Stock issued for
conversion of debt |
|
|
35,000,000 |
|
|
|
35,000 |
|
|
|
(17,500 |
) |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
17,500 |
|
| Stock issued for
cash |
|
|
13,888,889 |
|
|
|
13,889 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
36,111 |
|
|
|
(19,800 |
) |
|
|
27,500 |
|
|
|
– |
|
|
|
57,700 |
|
| Net Loss |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
56,757 |
|
|
|
56,757 |
|
| Balance January
31, 2020 (Revised) |
|
|
263,638,889 |
|
|
|
263,639 |
|
|
|
(17,500 |
) |
|
|
5,000,000 |
|
|
|
5,000 |
|
|
|
252,211 |
|
|
|
134,000 |
|
|
|
27,500 |
|
|
|
(2,618,676 |
) |
|
|
(1,953,826 |
) |
| Stock issued for
conversion of debt |
|
|
147,375,000 |
|
|
|
147,375 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(117,900 |
) |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
29,475 |
|
| Stock issued for
cash |
|
|
4,166,666 |
|
|
|
4,167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,833 |
|
|
|
(1,450 |
) |
|
|
(15,000 |
) |
|
|
|
|
|
|
(1,450 |
) |
| Stock issued to
subsidiary |
|
|
100,000,000 |
|
|
|
100,000 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(10,000 |
) |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
90,000 |
|
| Net Loss |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(149,143 |
) |
|
|
(149,143 |
) |
| Balance April 30,
2020 |
|
|
515,180,555 |
|
|
$ |
515,181 |
|
|
$ |
(17,500 |
) |
|
|
5,000,000 |
|
|
$ |
5,000 |
|
|
$ |
135,144 |
|
|
$ |
132,550 |
|
|
$ |
12,500 |
|
|
$ |
(2,767,819 |
) |
|
$ |
(1,984,944 |
) |
| |
|
Common
Stock |
|
|
Discount to Common |
|
|
Preferred
Stock |
|
|
Additional Paid in |
|
|
Preferred Stock
To Be
|
|
|
Common Stock
To Be
|
|
|
Accumulated |
|
|
Total |
|
| |
|
Shares |
|
|
Amount |
|
|
Stock |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Issued |
|
|
Issued |
|
|
Deficit |
|
|
Equity |
|
|
Balance October 31, 2020 (Revised) |
|
|
810,180,555 |
|
|
$ |
810,181 |
|
|
$ |
(396,917 |
) |
|
|
5,000,000 |
|
|
$ |
5,000 |
|
|
$ |
389,161 |
|
|
$ |
269,250 |
|
|
$ |
12,500 |
|
|
$ |
(2,948,321 |
) |
|
$ |
(1,859,146 |
) |
| Stock issued for
conversion of debt |
|
|
350,000,000 |
|
|
|
350,000 |
|
|
|
(315,000 |
) |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
35,000 |
|
| Stock issued for
cash |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
134,000 |
|
|
|
– |
|
|
|
– |
|
|
|
134,000 |
|
| Net Loss |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(153,938 |
) |
|
|
(153,938 |
) |
| Balance January
31, 2021 (Revised) |
|
|
1,160,180,555 |
|
|
|
1,160,181 |
|
|
|
(711,917 |
) |
|
|
5,000,000 |
|
|
|
5,000 |
|
|
|
389,161 |
|
|
|
403,250 |
|
|
|
12,500 |
|
|
|
(3,102,259 |
) |
|
|
(1,844,084 |
) |
| Stock issued for
cash |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
54,600 |
|
|
|
– |
|
|
|
– |
|
|
|
54,600 |
|
| Stock issued for
conversion of debt |
|
|
100,000,000 |
|
|
|
100,000 |
|
|
|
(90,000 |
) |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
10,000 |
|
| Net Loss |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(121,852 |
) |
|
|
(121,852 |
) |
| Balance April 30,
2021 |
|
|
1,260,180,555 |
|
|
$ |
1,260,181 |
|
|
$ |
(801,917 |
) |
|
|
5,000,000 |
|
|
$ |
5,000 |
|
|
$ |
389,161 |
|
|
$ |
457,850 |
|
|
$ |
12,500 |
|
|
$ |
(3,224,111 |
) |
|
$ |
(1,901,336 |
) |
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
AUREUS, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(Unaudited)
| |
|
For the Six Months
Ended |
|
| |
|
April 30, |
|
| |
|
2021 |
|
|
2020 |
|
| Cash flows from operating
activities: |
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(275,790 |
) |
|
$ |
(255,633 |
) |
| Adjustments to reconcile net loss to
net cash used in operating activities: |
|
|
|
|
|
|
|
|
| Loss (gain) on
extinguishment of debt |
|
|
26,000 |
|
|
|
– |
|
| Loss on disposal
of fixed assets |
|
|
– |
|
|
|
14,708 |
|
| Gain on sale of
fixed asset |
|
|
(1,000 |
) |
|
|
– |
|
| Stock issued to
subsidiary |
|
|
– |
|
|
|
90,000 |
|
| Changes in assets and
liabilities: |
|
|
|
|
|
|
|
|
| Accounts
receivable |
|
|
148 |
|
|
|
2,121 |
|
| Inventory |
|
|
51,551 |
|
|
|
40,027 |
|
| Accounts
payable |
|
|
(27,305 |
) |
|
|
10,345 |
|
|
Accrued liabilities |
|
|
7,258 |
|
|
|
10,609 |
|
| Net cash used in
operating activities |
|
|
(219,138 |
) |
|
|
(87,823 |
) |
| |
|
|
|
|
|
|
|
|
| Cash flows from investing
activities: |
|
|
|
|
|
|
|
|
|
Proceeds from the sales of property and equipment |
|
|
1,000 |
|
|
|
– |
|
| Net cash provided
by investing activities |
|
|
1,000 |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
| Cash flows from financing
activities: |
|
|
|
|
|
|
|
|
| Proceeds from notes payable |
|
|
30,584 |
|
|
|
35,000 |
|
| Net payments (proceeds) from the sale
of preferred stock |
|
|
188,600 |
|
|
|
(21,250 |
) |
| Sale of common stock |
|
|
– |
|
|
|
77,500 |
|
| Payments on notes payable |
|
|
(5,000 |
) |
|
|
(72,128 |
) |
| Proceeds /
(payments) – related party loan |
|
|
4,250 |
|
|
|
(200 |
) |
| Net cash provided
by financing activities |
|
|
218,434 |
|
|
|
18,922 |
|
| |
|
|
|
|
|
|
|
|
| Net decrease cash |
|
|
296 |
|
|
|
(68,901 |
) |
| Cash, beginning of period |
|
|
112,234 |
|
|
|
173,288 |
|
| Cash, end of period |
|
$ |
112,530 |
|
|
$ |
104,387 |
|
| |
|
|
|
|
|
|
|
|
| Cash paid during the period for: |
|
|
|
|
|
|
|
|
| Interest |
|
$ |
– |
|
|
$ |
– |
|
| Income
taxes |
|
$ |
– |
|
|
$ |
– |
|
The accompanying notes are an integral part of these condensed
consolidated financial statements
AUREUS, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
April 30, 2021
(Unaudited)
NOTE 1 – ORGANIZATION AND BUSINESS
Aureus Incorporated (the “Company”) was incorporated in the state
of Nevada on April 19, 2013. The Company was organized to develop
and explore mineral properties in the state of Nevada. The Company
is currently in active status in the state of Nevada.
We are a food brand development company that builds and represents
popular food concepts throughout the United States and
international markets. Management is highly experienced at business
integration and re-branding potential. With little territory
available for the older brands, we intend to bring to our customers
fresh innovative brands that have great potential. All of our
brands will be unique in nature as we focus on niche markets that
are still in need of development.
We operate two lines of business. Through our subsidiary, YIC
Acquisitions Corp. (“YICA”), we acquired the assets of
Yuengling’s Ice Cream in June 2019. YICA produces and sells
high-quality ice cream without artificial colors, flavoring, or
preservatives and no added hormones. In September 2020, we entered
into the micro market segment and launched our second business
line, Aureus Micro Markets (“AMM”). Closely tied to the
vending machine industry, Micro Markets look and feel like modern
convenience stores while functioning with the ease and efficiency
of vending foodservice and refreshment services. They provide an
improved customer experience and greater product variety, with a
proven track record of increasing sales at vending locations while
keeping labor costs down and improving operating efficiencies.
Micro markets are a hybrid form of vending, food service,
coffee service, and convenience stores that provide an
improved customer experience, exponentially greater product
variety, and increased sales within a single location while
keeping labor costs down and improving operational
efficiencies. The expanded product variety, open flow, and cashless
payment options mean that consumers spend less time in line
fumbling with cash/change, can purchase multiple items with one
transaction, and buy more items per transaction than with cash
transactions.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Basis of
presentation
The Company’s unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP”).
The accompanying unaudited condensed consolidated financial
statements reflect all adjustments, consisting of only normal
recurring items, which, in the opinion of management, are necessary
for a fair statement of the results of operations for the periods
shown and are not necessarily indicative of the results to be
expected for the full year ending October 31, 2021. These unaudited
condensed consolidated financial statements should be read in
conjunction with the financial statements and related notes
included in the Company’s financial statements for the year ended
October 31, 2020.
Use of
Estimates
The preparation of financial
statements in conformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Concentrations of Credit Risk
We maintain our cash in bank deposit accounts, the balances of
which at times may exceed federally insured limits. We continually
monitor our banking relationships and consequently have not
experienced any losses in our accounts. We believe we are not
exposed to any significant credit risk on cash.
Restricted Cash
The Company has an obligation to transfer $50,000 to Mid Penn Bank
as security pursuant to the Agreement of Sale and Security
Agreement with Mid Penn Bank and Yuengling Ice Cream Corp, by
September 30, 2021. If the funds are not transferred by September
30, 2021, the Bank has option to call the loan and to require the
Company to pay any attorney’s fees incurred.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that
are in effect. These pronouncements did not have any material
impact on the condensed consolidated financial statements unless
otherwise disclosed, and the Company does not believe that there
are any other new accounting pronouncements that have been issued
that might have a material impact on our financial position or
results of operations.
NOTE 3 – GOING CONCERN
The accompanying unaudited condensed consolidated financial
statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has an
accumulated deficit of $3,224,111, had a net loss of $275,790, and
net cash used in operating activities of $219,138 for the six
months ended April 30, 2021. The Company’s ability to raise
additional capital through the future issuances of common stock
and/or debt financing is unknown. The obtainment of additional
financing, the successful development of the Company’s contemplated
plan of operations, and its transition, ultimately, to the
attainment of profitable operations are necessary for the Company
to continue operations. These conditions and the ability to
successfully resolve these factors raise substantial doubt about
the Company’s ability to continue as a going concern. The financial
statements of the Company do not include any adjustments that may
result from the outcome of these aforementioned uncertainties.
NOTE 4 - PROPERTY & EQUIPMENT
Property and Equipment are first recorded at cost. Depreciation is
computed using the straight-line method over the estimated useful
lives of the various classes of assets as follows between three and
five years.
Long lived assets, including property and equipment, to be held and
used by the Company are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying value of the
assets may not be recoverable. Impairment losses are recognized if
expected future cash flows of the related assets are less than
their carrying values. Measurement of an impairment loss is based
on the fair value of the asset. Long-lived assets to be disposed of
are reported at the lower of carrying amount or fair value less
cost to sell.
Maintenance and repair expenses, as incurred, are charged to
expense. Betterments and renewals are capitalized in plant and
equipment accounts. Cost and accumulated depreciation applicable to
items replaced or retired are eliminated from the related accounts
with any gain or loss on the disposition included as income.
Property and equipment stated at cost, less accumulated
depreciation consisted of the following:
| |
|
April 30,
2021 |
|
|
October
31,
2020 |
|
| Automobile |
|
$ |
– |
|
|
$ |
– |
|
| Property and
equipment |
|
|
30,300 |
|
|
|
30,300 |
|
| Less: accumulated
depreciation |
|
|
– |
|
|
|
– |
|
| Property and
equipment, net |
|
$ |
30,300 |
|
|
$ |
30,300 |
|
Depreciation Expense
Depreciation expense for the six months ended April 30, 2021 and
fiscal year ended October 31, 2020 was $0 and $0, respectively. As
of April 30, 2021, the Company’s fixed asset have not yet been
placed in service. Depreciation will begin on the date the assets
are placed into service.
NOTE 5 – NOTES PAYABLE
On September 9, 2015, the Company issued to Backenald Corp. a
promissory note in the principal amount of $20,000, bearing
interest at the rate of 5% per annum and maturing on the first
anniversary of the date of issuance. This note is in default and
its interest rate has been increased to 10%. As of April 30, 2021,
accrued interest amounted to $10,142.
On August 31, 2016, the Company issued Success Zone Tech Ltd. a
promissory note in the principal amount of $100,000, bearing
interest at the rate of 8% per annum, compounded annually, and
maturing on the first anniversary of the date of issuance. On
January 7, 2019, this note was purchased by and assigned to Device
Corp. This note has been fully converted as of April 30, 2021.
On February 23, 2017, the Company issued Travel Data Solutions a
promissory note in the principal amount of $17,500, bearing
interest at the rate of 8% per annum, compounded annually, and
maturing on the first anniversary of the date of issuance. This
note is in default. As of April 30, 2021, accrued interest amounted
to $6,996.
On March 27, 2017, the Company issued Craigstone Ltd. a promissory
note in the principal amount of $12,465, bearing interest at the
rate of 8% per annum, compounded annually, and maturing on the
first anniversary of the date of issuance. This note is in default.
As of April 30, 2021, accrued interest amounted to $4,643.
On May 16, 2017, the Company issued Travel Data Solutions a
promissory note in the principal amount of $4,500, bearing interest
at the rate of 8% per annum, compounded annually, and maturing on
the first anniversary of the date of issuance. This note is in
default. As of April 30, 2021, accrued interest amounted to
$1,612.
On July 28, 2017, we issued Backenald Trading Ltd. a promissory
note in the principal amount of $20,000, bearing interest at the
rate of 8% per annum, compounded annually, and maturing on the
first anniversary of the date of issuance. This note is in default.
As of April 30, 2021, accrued interest amounted to $6,745.
On January 24, 2020, the company issued a third party a promissory
note in the principal amount of $15,000, bearing interest at the
rate of 10% per annum, and maturing on April 30, 2020. As of April
30, 2021, there is $0 and $1,655, principal and interest,
respectively, due on this note. This note is currently in
default.
On March 24, 2020, the company issued a third party a promissory
note in the principal amount of $20,000, bearing interest at the
rate of 10% per annum, and maturing on May 30, 2020. As of April
30, 2021, the balance due on this note for principal and interest
is $20,000 and $2,219, respectively. This note is in default.
On April 10, 2020, the Company issued a convertible promissory note
to Device Corp., in the principal amount of $49,328, bearing
interest at the rate of 10% per annum, and maturing on April 10,
2021. The note is convertible into shares of common stock at
$0.0001 per share. The note was issued pursuant to the terms of the
Debt Purchase and assignment agreement between Tiger Trout Capital
Puerto Rico LLC and Device Corp, whereby Device purchased from
Tiger Trout debt in the amount of $49,328 plus any accrued
interest. During the six months ended April 30, 2021, Device Corp
converted $7,000 of principal into 100,000,000 shares of common
stock.
As of April 30, 2021, the Company was also indebted to two other
third parties for a total of $39,656, These notes are non-interest
bearing and are currently past due and in default.
NOTE 6 – LOANS PAYABLE
YIC Acquisition assumed two loans that the Company still has. The
first loan was an SBA loan with a balance of $1,056,807 and annual
interest of 5.25%. The loan has monthly payments and matures March
13, 2026. The balance due on this loan as of April 30, 2021 and
October 31, 2020 is $807,431 and $891,429, respectively. The second
loan is a line of credit with a balance of $814,297 and an annual
interest rate of 4.25%. Payment on this line of credit are monthly.
The balance due on this loan as of April 30, 2021 and October 31,
2020 is $800,000 and $800,000, respectively.
As of April 30, 2021, the balance on the Company’s SBA loan is
$807,431. During the year ended October 31, 2020, the Mid Penn Bank
made several of the Company’s loan payments as part of the CARES
Act. This amount has been recognized as a gain on forgiveness of
debt of $68,436.
On August 31, 2020, the Company received a Paycheck Protection
Program loan under the CARES Act for $83,300 (the “PPP
Loan”). The Paycheck
Protection Program provides that the use
of PPP Loan proceeds are limited to certain
qualifying expenses and may be partially or wholly forgiven in
accordance with the requirements set forth in the CARES Act. The
Company currently intends to use the PPP Loan for
permitted uses, although no assurance can be given that the
Company will obtain forgiveness of all or any portion of amounts
due under the PPP Loan. If not forgiven the loan bears
interest at 1% per annum and matures in five years.
On March 16, 2021, the Company received a Paycheck Protection
Program loan under the CARES Act for $114,582 (the “PPP
Loan”). The Paycheck
Protection Program provides that the use
of PPP Loan proceeds are limited to certain
qualifying expenses and may be partially or wholly forgiven in
accordance with the requirements set forth in the CARES Act. The
Company currently intends to use the PPP Loan for
permitted uses, although no assurance can be given that the
Company will obtain forgiveness of all or any portion of amounts
due under the PPP Loan. If not forgiven the loan bears
interest at 1% per annum and matures in five years.
NOTE 7 – RELATED PARTY TRANSACTIONS
As of April 30, 2021 and October 31, 2020 the Company owes its
officers $4,250 and $0, respectively, for cash advances to pay for
operating expenses.
During the six months ended April 30, 2021, the Company paid
Everett Dickson, CEO, $40,000 for compensation.
During the six months ended April 30, 2021, the Company paid Robert
Bohorad, YICA’s Chief Operating Officer, $45,000 for
compensation.
NOTE 8 – COMMON STOCK
On December 10, 2020, the Company amended its Articles of
Incorporation increased its authorized common stock to 1.5 billion
(1,500,000,000) shares.
During the year ended October 31, 2020, the Company sold 21,527,777 shares of
common stock for cash proceeds of $77,500. 3,472,222 of the shares
have not yet been issued by the transfer agent.
During the year ended October 31, 2020, the Company issued 477,375,000 shares
of common stock for conversion of $100,958 of principal and
interest.
During the six months ended April 30, 2021, the Company issued 450,000,000 shares
of common stock for conversion of $45,000 of principal and
interest.
NOTE 9 – PREFERRED STOCK
Series A Preferred
The Company has designated Ten Million (10,000,000) shares of
Preferred Stock the Series A Convertible Preferred Stock with a par
and stated value of $0.001 per share. The holders of the Series A
Convertible Preferred Stock are not entitled to receive any
dividends.
Except as otherwise required by law or by the Articles of
Incorporation and except as set forth below, the outstanding shares
of Series A Convertible Preferred Stock shall vote together with
the shares of Common Stock and other voting securities of the
Corporation as a single class and, regardless of the number of
shares of Series A Convertible Preferred Stock outstanding and as
long as at least one of such shares of Series A Convertible
Preferred Stock is outstanding shall represent Sixty Six and Two
Thirds Percent (66 2/3%) of all votes entitled to be voted at any
annual or special meeting of shareholders of the Corporation or
action by written consent of shareholders. Each outstanding share
of the Series A Convertible Preferred Stock shall represent its
proportionate share of the 66 2/3% which is allocated to the
outstanding shares of Series A Convertible Preferred Stock.
The entirety of the shares of Series A Convertible Preferred Stock
outstanding as such time shall be convertible, at the option of the
holder thereof, at any time and from time to time, and without the
payment of additional consideration by the holder thereof, into two
thirds of the after conversion outstanding fully paid and
non-assessable shares of Common Stock. Each individual share of
Series A Convertible Preferred Stock shall be convertible into
Common Stock at a ratio determined by dividing the number of shares
of Series A Convertible Stock to be converted by the number of
shares of outstanding pre-conversion Series A Convertible Preferred
Stock. Such initial Conversion Ratio, and the rate at which shares
of Series A Convertible Preferred Stock may be converted into
shares of Common Stock. As of April 30, 2021, there are 5,000,000
shares of Series A preferred stock owned by the CEO.
As of April 30, 2021 and October 31, 2020, the Company has
preferred stock to be issued in the amount of $457,850 and
$269,250, respectively.
Series B Preferred
The Series B preferred stock is convertible into shares of common
stock at the option of the holder at a 35% discount to the lowest
closing price for the thirty days prior to conversion.
On August 21, 2020, the Company entered into a Stock Purchased
Agreement with Kanno Group Holdings II Ltd.(“KGH”), in which KGH
purchased $3,000 of Series B Preferred Stock. The shares have not
yet been issued and are disclosed as preferred stock to be
issued.
NOTE 10 – SUBSEQUENT EVENTS
In accordance with SFAS 165
(ASC 855-10) management has performed an evaluation of subsequent
events through the date that the financial statements were
available to be issued and has determined that it does not have any
material subsequent events to disclose in these financial
statements other than the following.
Subsequent to April 30, 2021,
the Company rescinded its agreement with KGH, returning the $3,000
it had received for the preferred stock.
ITEM 2. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.
Forward-looking Statements
There are “forward-looking statements” contained in this quarterly
report. All statements that express expectations, estimates,
forecasts or projections are forward-looking statements. In
addition, other written or oral statements which constitute
forward-looking statements may be made by us or on our behalf.
Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,”
“seek,” “estimate,” “project,” “forecast,” “may,” “should,” and
variations of such words and similar expressions are intended to
identify such forward-looking statements. These statements are not
guarantees of future performance and involve risks, uncertainties
and assumptions which are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed
or forecasted in or suggested by such forward-looking statements.
We undertake no obligation to update or revise any of the
forward-looking statements after the date of this quarterly report
to conform forward-looking statements to actual results. Important
factors on which such statements are based are assumptions
concerning uncertainties, including but not limited to,
uncertainties associated with the following:
|
· |
Inadequate capital and
barriers to raising the additional capital or to obtaining the
financing needed to implement our business plans; |
|
· |
Our
failure to earn revenues or profits; |
|
· |
Inadequate capital to
continue business; |
|
· |
Volatility or decline
of our stock price; |
|
· |
Potential fluctuation
in quarterly results; |
|
· |
Rapid
and significant changes in markets; |
|
· |
Litigation with or
legal claims and allegations by outside parties; and |
|
· |
Insufficient revenues
to cover operating costs. |
The following discussion should be read in conjunction with the
financial statements and the notes thereto which are included in
this quarterly report. This discussion contains forward-looking
statements that involve risks, uncertainties and assumptions. Our
actual results may differ substantially from those anticipated in
any forward-looking statements included in this discussion as a
result of various factors.
Overview
Aureus, Inc. (“Aureus,” “ARSN,” “we,”
“us,” or the “Company”) was incorporated in Nevada on
April 19, 2013. Our offices are located at One Glenlake
Parkway #650, Atlanta, GA 30328. Our telephone number is (404)
885-6045, and our email address is aureus.now@gmail.com. Our
website is www.aureusnow.com. We do not incorporate the information
on or accessible through our website into this Registration
Statement, and you should not consider any information on, or that
can be accessed through, our website a part of this Registration
Statement.
We are a food brand development company that builds and represents
popular food concepts throughout the United States and
international markets. Management is highly experienced at business
integration and re-branding potential. With little territory
available for the older brands, we intend to bring fresh,
innovative brands with great potential. Our brands will be unique
as we focus on niche markets that are still in need of
development.
We operate two lines of business. Through our subsidiary, YIC
Acquisitions Corp. (“YICA”), we acquired the assets of
Yuengling’s Ice Cream (“YIC” or “Yuengling’s”) in
June 2019. Yuengling’s sells high-quality ice cream without
artificial colors, flavoring, or preservatives and no added
hormones. Yuengling’s is currently sold in select retailers and
convenience stores in eastern Pennsylvania. In September 2020, we
entered into the micro-market segment and launched our second
business line, Aureus Micro-Markets (“AMM”). Closely tied to
the vending machine industry, micro-markets look and feel like
modern convenience stores while functioning with the ease and
efficiency of vending food service and refreshment services. They
provide an improved customer experience and greater product
variety, with a proven track record of increasing sales at vending
locations while keeping labor costs down and improving operating
efficiencies. Micro-markets are a hybrid form
of vending, food service, coffee service,
and convenience stores that provide an improved customer
experience, exponentially greater product variety, and increased
sales within a single location while keeping labor
costs down and improving operational efficiencies. The
expanded product variety, open flow, and cashless payment options
mean that consumers spend less time in line fumbling with
cash/change, can purchase multiple items with one transaction, and
buy more items per transaction than with cash transactions.
Results of Operations
The three months ended April 30, 2021 compared to the
three months ended April 30, 2021
Revenue
We had $230 in revenues for the three
months ended April 30, 2021, compared to $27,367 for the three
months ended April 30, 2020, a decrease of $27,137 or 99.2%. The
large decrease in revenue is due to a loss in retail food service
customers.
Cost of Goods Sold
We incurred $20,600 in costs of goods sold for the three months
ended April 30, 2021, compared to $16,267 for the three months
ended April 30, 2020, an increase of $4,333 or 26.6%. Of the
$20,600, approximately $19,000, was a write down of our inventory
due to expired or goods sold below cost.
General and administrative expenses
We had $16,366 of general and administrative expenses (“G&A”)
for the three months ended April 30, 2021, compared to $105,372 for
the three months ended April 30, 2020, a decrease of $89,006 or
84.4%. The decrease is due to decreased spending on investor
relations and marketing during the current three-month period
compared to the prior period.
Consulting – related party
We had $80,000 of related party consulting expenses for the three
months ended April 30, 2021, compared to $0 for the three months
ended April 30, 2020. In the current period we made a one-time
payment each of $40,000 to our CEO and to Robert Bohorad, YICA’s
Chief Operating Officer.
Professional fees
We incurred $19,200 of professional fees for the three months ended
April 30, 2021, compared to $5,600 for the three months ended April
30, 2020, an increase of $13,600 or 243%. %. Professional fees
generally consist of audit, legal and accounting fees. The increase
is due to an increase of audit, legal and accounting fees.
Other income (expense)
For the three months ended April 30, 2021, we had total other
income of $14,084, compared to total other expense of $49,271 for
the three months ended April 30, 2020. In the current period we
incurred $19,824 of interest expense, earned $372 of interest
income and recognized a gain on forgiveness of debt of $33,536. In
the prior period we incurred $50,308 of interest expense and earned
$1,037 of interest income.
Net loss
We incurred a net loss of $121,852 for the three months ended April
30, 2021, compared to $149,143 for the three months ended April 30,
2020, a decrease of $27,291 or 18.3%.
The six months ended April 30, 2021 compared to the six
months ended April 30, 2021
Revenue
We had $3,616 in revenues for the six
months ended April 30, 2021, compared to $53,097 for the six months
ended April 30, 2020, a decrease of $49,481 or 93.2%. The large
decrease in revenue is due to a loss in retail food service
customers.
Cost of Goods Sold
We incurred $53,051 in costs of goods sold for the six months ended
April 30, 2021, compared to $39,781 for the six months ended April
30, 2020, an increase of $13,270 or 33.4%. Of the $53,051,
approximately $47,500, was a write down of our inventory due to
expired or goods sold below cost.
General and administrative expenses
We had $90,031 of G&A expense for the six months ended April
30, 2021, compared to $158,830 for the six months ended April 30,
2020, a decrease of $68,799 or 43.3%. The decrease is due to
decreased spending on investor relations and marketing during the
current period compared to the prior period.
Consulting – related party
We had $85,000 of related party consulting expenses for the six
months ended April 30, 2021, compared to $0 for the six months
ended April 30, 2020. In the current period we made a payment of
$40,000 to our CEO and two payments totaling $45,000 to Robert
Bohorad, YICA’s Chief Operating Officer.
Professional fees
We incurred $24,200 of professional fees for the six months ended
April 30, 2021, compared to $18,100 for the six months ended April
30, 2020, an increase of $6,100 or 33.7%. Professional fees
generally consist of audit, legal and accounting fees. The increase
is due to increased legal fees during the period.
Other income (expense)
For the six months ended April 30, 2021, we had total other expense
of $27,124, compared to $92,019 for the six months ended April 30,
2020. In the current period we incurred $36,032 of interest
expense, earned $372 of interest income, recognized a gain on
forgiveness of debt of $33,536 and a loss on conversion of debt of
$26,000. In the prior period we incurred $78,348 of interest
expense, earned $1,037 of interest income and recognized a loss on
conversion of debt of $26,000.
Net loss
We incurred a net loss of $275,790 for the six months ended April
30, 2021, compared to $255,633 for the six months ended April 30,
2020, an increase of net loss of $20,157 or 7.9%.
Liquidity and Capital Resources
Cash flow from operations
Cash used in operating activities for the six months ended April
30, 2021 was $219,138 compared to $87,823 of cash used in operating
activities for the six months ended April 30, 2020.
Cash Flows from Investing
Cash used in investing activities for the purchase of equipment for
the six months ended April 30, 2021 was $1,000 compared to $0 of
cash used in investing activities for the six months ended April
30, 2020.
Cash Flows from Financing
For the six months ended April 30, 2021, we received $218,434 from
financing activities. $30,584 from proceeds from notes payable,
$188,600 from the sale of preferred stock and $4,250 from related
party loans. We repaid $5,000 of a note payable during the same
period. For the six months ended April 30, 2020, we netted $18,922
from financing activities, mostly from $35,000 from proceeds from
notes payable, $77,500 from the sale of common stock and repayments
of $72,128 of notes payable.
Going Concern
As of April 30, 2021, there is substantial doubt regarding our
ability to continue as a going concern as we have not generated
sufficient cash flow to fund our operations.
We have suffered recurring losses from operations and have not yet
generated any revenue. As a result of these and other factors, our
independent auditor has expressed substantial doubt about our
ability to continue as a going concern. Our future success and
viability, therefore, are dependent upon our ability to generate
capital financing. The failure to generate sufficient revenues or
raise additional capital may have a material and adverse effect
upon us and our shareholders.
Management’s plans with regard to these matters encompass the
following actions: (i) obtaining funding from new investors to
alleviate our working capital deficiency, and (ii) implementing our
plan of operation to generate sales. Our continued existence is
dependent upon our ability to resolve our liquidity problems and
increase profitability in our business operations. However, the
outcome of management’s plans cannot be ascertained with any degree
of certainty. Our financial statements do not include any
adjustments that might result from the outcome of these risks and
uncertainties.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to investors.
Critical Accounting Policies
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities of the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Note 2 to the Financial
Statements describes the significant accounting policies and
methods used in the preparation of the Financial Statements.
Estimates are used for, but not limited to, contingencies and
taxes. Actual results could differ materially from those
estimates. The following critical accounting policies are impacted
significantly by judgments, assumptions, and estimates used in the
preparation of the Financial Statements.
We are subject to various loss contingencies arising in the
ordinary course of business. We consider the likelihood of
loss or impairment of an asset or the incurrence of a liability, as
well as our ability to reasonably estimate the amount of loss in
determining loss contingencies. An estimated loss contingency
is accrued when management concludes that it is probable that an
asset has been impaired, or a liability has been incurred and the
amount of the loss can be reasonably estimated. We regularly
evaluate current information available to us to determine whether
such accruals should be adjusted.
We recognize deferred tax assets (future tax benefits) and
liabilities for the expected future tax consequences of temporary
differences between the book carrying amounts and the tax basis of
assets and liabilities. The deferred tax assets and
liabilities represent the expected future tax return consequences
of those differences, which are expected to be either deductible or
taxable when the assets and liabilities are recovered or settled.
Future tax benefits have been fully offset by a 100%
valuation allowance as management is unable to determine that it is
more likely than not that this deferred tax asset will be
realized.
Recent Accounting Pronouncements
We have reviewed other recently issued accounting pronouncements
and plan to adopt those that are applicable to us. We do not expect
the adoption of any other pronouncements to have an impact on our
results of operations or financial position.
ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and, as such,
are not required to provide the information under this
Item.
ITEM 4. CONTROLS AND
PROCEDURES
Disclosure Controls and Procedures
Each of our principal executive and principal financial officer has
evaluated the effectiveness of our disclosure controls and
procedures, as defined in Rules 13a - 15(e) and 15d - 15(e) under
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), as of the end of the period covered by this quarterly
report. Based on their evaluation, each such person concluded that
our disclosure controls and procedures were not effective as of
April 30, 2021 due to a lack of segregation of duties and the
absence of an independent audit committee.
In designing and evaluating disclosure controls and procedures,
management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable, not
absolute assurance of achieving the desired objectives. Also, the
design of a control system must reflect the fact that there are
resource constraints and the benefits of controls must be
considered relative to their costs.
Changes in Internal Control over Financial
Reporting.
Our management has evaluated whether any change in our internal
control over financial reporting occurred during the last fiscal
quarter. Based on that evaluation, management concluded that there
has been no change in our internal control over financial reporting
during the relevant period that has materially affected, or is
reasonably likely to materially affect, our internal control over
financial reporting.
PART II - OTHER
INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A. RISK FACTORS
We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and, as such,
are not required to provide the information under this
Item.
ITEM 2. UNREGISTERED SALES OF
EQUITY SECURITIES AND USE OF PROCEEDS
During the six months ended April 30, 2021, the Company issued 450,000,000 shares
of common stock for conversion of $45,000 of principal and
interest.
For each of the
above-referenced issuances, the Company relied upon the exemption
from the registration requirements of the Securities Act of 1933,
as amended, provided by Section 4(a)(2) promulgated thereunder due
to the fact that each was an isolated issuance to an accredited
investor and did not involve a public offering of
securities.
ITEM 3. DEFAULTS UPON SENIOR
SECURITIES
None
ITEM 4. MINE SAFETY
DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
(a) Documents furnished as exhibits hereto:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
| |
AUREUS,
INC. |
| |
|
|
| Date:
July 20, 2021 |
By: |
/s/
Everett M. Dickson |
| |
|
Everett
M. Dickson |
| |
|
Chief Executive Officer/Interim Chief Financial
Officer (Principal Executive, Principal Financial and Accounting
Officer) |
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